WideOpenWest (WOW) CEO Teresa Elder details PSU vesting and $5.20 per share merger cash-out

Rhea-AI Filing Summary

WideOpenWest, Inc. disclosed that Chief Executive Officer and director Teresa L. Elder reported equity award vesting and a share cash-out tied to the company’s go-private merger. On December 29, 2025, performance-based restricted stock units granted in 2023, 2024 and 2025 were determined by the Compensation Committee to be earned, resulting in an acquisition of 310,632 shares of common stock at $0, bringing her beneficial ownership to 1,506,987 shares directly.

Following completion of the merger in which Bandit Merger Sub, Inc. merged into WideOpenWest on December 31, 2025, each issued and outstanding share of common stock (subject to specified exceptions) was converted into the right to receive $5.20 per share in cash. On that date, Elder disposed of 1,506,987 shares at $5.20 per share, leaving her with 0 shares directly owned, as the company became an indirect wholly owned subsidiary of Bandit Parent, LP. Restricted stock awards and PSUs were cancelled and converted into cash rights or cash-based awards based on this merger consideration.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elder Teresa L

(Last) (First) (Middle)

C/O WIDEOPENWEST, INC.

7887 EAST BELLEVIEW AVENUE, SUITE 1000

(Street)

ENGLEWOOD CO 80111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [ WOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/29/2025		A(1)		310,632(2)	A	$0	1,506,987	D
Common Stock	12/31/2025		D(1)(3)(4)		1,506,987(5)	D	$5.2	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 11, 2025 (the "Merger Agreement"), by and among WideOpenWest, Inc. (the "Issuer"), Bandit Parent, LP, a Delaware limited partnership ("Parent"), and Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on December 31, 2025, with the Issuer continuing after the merger as a wholly owned indirect subsidiary of Parent (the effective time of such merger, the "Effective Time").

2. Pursuant to the Merger Agreement, on December 29, 2025, the Compensation Committee determined the performance-based restricted stock units ("PSUs") granted in 2023, 2024 and 2025 under the Company's equity incentive plan were earned in the amount set forth above.

3. At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.01 per share ("Company Common Stock") (except for shares directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any shares of Company Common Stock which were contributed to Parent by certain stockholders of the Company (the "Rollover Stockholders") in accordance with the voting, (continued on footnote 4).

4. (continued from footnote 3) support and rollover agreement by and among the Rollover Stockholders, the Company and Parent, dated as of the date of the Merger Agreement (the "Support and Rollover Agreement," and such shares, the "Rollover Shares"), or by any holder who was entitled to demand appraisal and properly exercised such appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, were treated as described in the Merger Agreement), was automatically converted into the right to receive $5.20 per share in cash, without interest (the "Merger Consideration"), subject to any required tax withholding.

5. At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each outstanding restricted stock award ("RSA") and PSU was cancelled and converted into either, as applicable, (i) the right to receive the Merger Consideration shortly after the Effective Time or (ii) a cash award based on the Merger Consideration subject to vesting in accordance with the underlying equity award's vesting terms.

	/s/ Teresa L. Elder	12/31/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did WOW CEO Teresa L. Elder report on this Form 4?

Teresa L. Elder reported that on December 29, 2025, performance-based restricted stock units granted in 2023, 2024 and 2025 were determined to be earned, resulting in an acquisition of 310,632 shares of WideOpenWest common stock at $0, and that on December 31, 2025 she disposed of 1,506,987 shares of common stock at $5.20 per share, reducing her direct beneficial ownership to 0 shares.

How many WOW shares did Teresa L. Elder own after the reported merger-related transactions?

After the reported transactions associated with the merger’s effective time on December 31, 2025, Teresa L. Elder’s directly beneficially owned WideOpenWest common stock decreased from 1,506,987 shares to 0 shares, as her holdings were converted into the cash merger consideration.

What merger affected WOW (WideOpenWest, Inc.) in December 2025?

WideOpenWest, Inc. entered into an Agreement and Plan of Merger dated August 11, 2025 with Bandit Parent, LP and Bandit Merger Sub, Inc.. On December 31, 2025, Bandit Merger Sub, Inc. merged with and into WideOpenWest, with WideOpenWest continuing as an indirect wholly owned subsidiary of Bandit Parent, LP at the merger’s effective time.

What cash consideration did WOW shareholders receive in the Bandit Parent merger?

At the effective time of the merger on December 31, 2025, each issued and outstanding share of WideOpenWest common stock, subject to specified exceptions, was automatically converted into the right to receive $5.20 per share in cash, without interest and subject to required tax withholding. This $5.20 per share amount is referred to as the Merger Consideration.

How were WOW restricted stock awards (RSAs) and PSUs treated in the merger?

At the merger’s effective time, each outstanding WideOpenWest restricted stock award (RSA) and performance-based restricted stock unit (PSU) was cancelled and converted into either (i) the right to receive the $5.20 per share Merger Consideration shortly after the effective time or (ii) a cash award based on the Merger Consideration that remains subject to vesting under the original equity award’s vesting terms.

What decision did WOW’s Compensation Committee make about PSUs before the merger closed?

On December 29, 2025, in connection with the planned merger, the WideOpenWest Compensation Committee determined that performance-based restricted stock units granted in 2023, 2024 and 2025 under the company’s equity incentive plan were earned in the amount disclosed, leading to the reported acquisition of 310,632 shares of common stock by Teresa L. Elder at $0.